Sutherland Connect Terms of Service These Sutherland Connect Terms of Service (these “Terms”) are entered into between ____________, a ____________ corporation with a principle place of business at ____________ (“Customer”) and Sutherland Global Services, Inc., a New York corporation with a principle place of business at 1160 Pittsford Victor Road, Pittsford New York 14534 (“Sutherland”) as of _______________2019 (the “Effective Date”), (for itself and on behalf of its Affiliates,, each a “Party”, and collectively the “Parties” In consideration of the mutual promises and agreements set forth in these below, the Parties agree as follows: 1. DEFINITIONS 1.1 Affiliate” means any entity, that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the subject Party. 1.2 “Acceptance” or “Accepted”. means written notification of acceptance by Customer in accordance with defined user acceptance testing (UAT) criteria set forth in an Order or Statement of Work. Notwithstanding the above, deliverables and/or products provided by Sutherland to Customer will be deemed Accepted by Customer should Customer fail to provide written notice that the deliverables/products have either passed or failed to meet the UAT criteria within two (2) calendar weeks of delivery by Sutherland to Customer for the purposes of initiating the UAT process. 1.3 “Activation Date” means the date, on which Customer first uses an application for training, testing or production. For the purposes of this Agreement, (and except as provide below), this date will be the date on which the subscription commences, and the Minimum Monthly Charge begins to apply with respect to a particular Order. 1.4 “Authorized Purposes” means Customer’s internal business purposes. 1.5 “Customer Data” means all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Customer or any User and received and analyzed by the Sutherland Service. 1.6 “Customer System(s)” means Customer’s internal website(s), servers and other equipment and software used in the conduct of Customer’s business. 1.7 “Documentation” means the printed, paper, electronic or online user instructions and help files made available by Sutherland for use with the Sutherland Service, as may be updated from time to time by Sutherland. 1.8 “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world. 1.9 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. 1.10 “Minimum Monthly Charge” means the monthly charge that will apply in any month per applicable Order Form where the usage falls below the actual usage count set forth in such Order Form. Such charge will be calculated as ninety percent (90%) of the initial usage count Customer indicates on each Order Form. 1.11 “Monthly Subscription Charge” means the fixed monthly recurring charge paid by Customer for its usage of the Service (exclusive of applicable taxes). Such Charges will be payable by Customer in accordance with these Terms. 1.12 “Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (www.opensource.org). 1.13 “Order Form” means the ordering documents for Services purchased from Sutherland that are executed by the Parties from time to time, including modifications, supplements and addenda thereto. Order Forms are incorporated by reference into this Agreement. 1.14 “Service(s)” means the Sutherland Service and Support Services. 1.15 “Statement(s) of Work” or “SOW” means a document appended to an Order Form describing any professional Services provided by Sutherland, during the term of the particular engagement, the Charges payable by Customer as well as any other terms and conditions to which the Parties may agree. SOWs are set forth as an Exhibit to an Order Form and incorporated by reference into this Agreement. 1.16 “Subscription Term” means the subscription period for Customer’s use of the Sutherland Service set forth in an Order Form. 1.17 “Sutherland Service” means the services and software provided or otherwise made available by Sutherland to Customer pursuant to these Terms, and for all purposes of these Terms, such services exclude any: (i) Open Source Software that may be used to provide the Sutherland Service and (ii) all Third Party Offerings. 1.18 “Support Services” means the support and maintenance services offered by Sutherland in connection with the Sutherland Services purchased by Customer under an Order Form. 1.19 “Third Party Offerings” means certain software or services delivered or performed by third parties that are required for the operation of the Sutherland Service, or other online, web-based CRM, ERP, or other business application subscription services, and any associated offline products provided by third parties, that interoperate with the Sutherland Service. 1.20 “Users” means Customer’s employees, consultants, contractors, agents and third Parties with whom Customer may transact business and (a) for whom access to the Sutherland Services during the Subscription Term have been purchased pursuant to an Order Form, (b) who are authorized by Customer to access and use the Sutherland Service, and (c) where applicable, who have been supplied user identifications and passwords for such purpose by Customer (or by Sutherland at Customer’s request). 2. ORDERS; LICENSES; AND RESTRICTIONS. 2.1 Orders. Subject to the terms and conditions contained in these Terms, Customer may purchase subscriptions for Users to access and use the Sutherland Services pursuant to Order Forms. Unless otherwise specified in the applicable Order Form, (a) Sutherland Services are purchased as User subscriptions and may be accessed by no more than the number of Users specified in the applicable Order Form, (b) an unlimited number of additional User subscriptions may be added at any time during the applicable Subscription Term at the same pricing as that for the pre-existing subscriptions thereunder, and (c) the added User subscriptions shall terminate on the same date as the pre-existing User subscriptions. Unless otherwise specified in the applicable Order Form, User subscriptions are for designated Users only and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Sutherland Services. Customer agrees that its purchases are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments made by Sutherland regarding any future functionality or features. If there is any inconsistency between an Order Form and these Terms, the Order Form controls. 2.2 Access and Use License. Subject to Customer’s compliance with the terms and conditions contained in these Terms, Sutherland hereby grants to Customer, during the relevant Subscription Term, a limited, non-exclusive, non-transferable (a) right for its Users to access and use the Sutherland Service in accordance with the Documentation, and (b) license to download any software offered by Sutherland and required for access and use of the Sutherland Service (the “Downloadable Software”), in each case solely for Customer’s Authorized Purposes and not for the benefit of any other person or entity. Customer’s use of the Sutherland Service may be subject to certain limitations, such as, for example, limits on storage capacity for Customer Data. Any such limitations will be specified either in the Order Form or in the Documentation. Customer's use of Downloadable Software may be subject to additional terms and conditions (the “Downloadable Software License”), and Customer agrees to comply with all such terms and conditions as a condition to using such Downloadable Software. Any Open Source Software or Sutherland Services that may be provided as part of any Downloadable Software or Sutherland Service are licensed to Customer pursuant to the terms of the applicable license for such Open Source Software and not the terms of the Downloadable Software License or these Terms. In the event of any inconsistency between the terms of any Downloadable Software License and these Terms, the terms of the Downloadable Software License shall apply only with respect to the Downloadable Software that license references and no other Downloadable Software or any Sutherland Services. 2.3 Restrictions. Customer shall not, directly or indirectly, and Customer shall not permit any User or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Sutherland Service; (b) modify, translate, or create derivative works based on any element of the Sutherland Service or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Sutherland Service; (d) use the Sutherland Service for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer and Users; (e) remove any proprietary notices from the Documentation; (f) publish or disclose to third parties any evaluation of the Sutherland Service without Sutherland's prior written consent; (g) use the Sutherland Service for any purpose other than its intended purpose; (h) interfere with or disrupt the integrity or performance of the Sutherland Service; (i) introduce any Open Source Software into the Sutherland Service; or (j) attempt to gain unauthorized access to the Sutherland Service or their related systems or networks. 2.4 Reservation of Rights. Except as expressly granted in these Terms, there are no other licenses granted to Customer, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by Sutherland. 3. THIRD PARTY OFFERINGS. 3.1 Use of Third Party Offerings. Sutherland or third parties may from time to time make Third Party Offerings available to Customer. Any acquisition by Customer of any such Third Party Offerings, and any exchange of data between Customer and any provider of a Third Party Offering, is solely between Customer and the applicable provider of the Third Party Offering. Sutherland does not warrant or support any Third Party Offering, whether or not they are designated by Sutherland as “certified” or otherwise, except as specified in an Order Form. If Customer installs or enables any Third Party Offering for use with Sutherland Services, Customer will permit Sutherland to allow providers of that Third Party Offering to access Customer Data as required to support the Third Party Offering and interoperability with the Sutherland Services. Sutherland shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by the providers of Third Party Offerings. 3.2 Integration with Third Party Offerings. The Sutherland Services may contain features designed to be interoperable with Third Party Offerings (e.g., Google, Facebook or Twitter applications). To use such features, Customer may be required to obtain access to such Third Party Offering from their providers. If the provider of any Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding Sutherland Service features on reasonable terms, Sutherland may cease providing such features without entitling Customer to any refund, credit, or other compensation. 3.3 Sutherland Access Codes. To the extent that Sutherland requires that Customer grant Sutherland authorizations, passwords or other user credentials to a Third Party Offering (“Sutherland Access Codes”) to retrieve Customer Data or to enable interoperability with the Sutherland Service, Customer shall promptly provide such Sutherland Access Codes. Sutherland shall not share, reassign, divulge or disclose any Sutherland Access Codes except to Sutherland employees or contractors specifically engaged in the performance of the Services. Sutherland Access Codes shall constitute Customer’s Confidential Information under these Terms. 4. PASSWORDS; SECURITY. 4.1 Passwords. Sutherland will issue to Customer, user logins and passwords for each of their Users authorized to access and use the Sutherland Service. Customer shall be, and shall ensure that each of their respective Users are, responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the User to which it was issued. Customer is solely responsible for any and all access and use of the Sutherland Services that occurs using logins and passwords Sutherland issues to any of Customer. Customer shall restrict its Users from sharing passwords. Customer agrees to notify Sutherland within twenty-four (24) hours any unauthorized use of any account or login and password issued to Customer’s Users, or any other breach of security known to Customer. Sutherland shall have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section. 4.2 No Circumvention of Security. Neither Customer nor any User may circumvent or otherwise interfere with any user authentication or security of the Sutherland Service. Customer will immediately notify Sutherland of any breach, or attempted breach, of security known to Customer. 4.3 Security. Each Party will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of its data in a in a manner consistent with what generally accepted industry practices, Notwithstanding the foregoing, Customer acknowledges that, notwithstanding any security precautions deployed by Sutherland, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Sutherland Services and Customer Data. Sutherland cannot and does not guaranty the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient. Sutherland shall not (a) modify Customer Data, (b) disclose Customer Data except as compelled by law or as expressly permitted in writing by Customer, or (c) access Customer Data except to provide the Services and prevent or address service or technical problems, or at Customer's request in connection with customer support matters. 5. CUSTOMER OBLIGATIONS. 5.1 Customer System. Customer is responsible for (a) obtaining, deploying and maintaining the Customer System, and all computer hardware, software, modems, routers and other communications equipment necessary for Customer and their respective Users to access and use the Sutherland Services via the Internet; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Sutherland Services via the Internet; and (c) paying all third party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in these Terms or an Order Form, Sutherland shall not be responsible for supplying any hardware, software or other equipment to Customer under these Terms. 5.2 Acceptable Use Policy. Customer shall be solely responsible for its actions and the actions of its Users while using the Sutherland Service. Customer acknowledges and agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to Customer’s use of the Sutherland Service, including without limitation the provision and storage of Customer Data; (c) not to upload in any way any information or content that contain Malicious Code or data that may damage the operation of the Sutherland Services or another's computer or mobile device;; (f) not to interfere or disrupt networks connected to the Sutherland Service or interfere with other ability to access or use the Sutherland Service. Customer acknowledges and agrees that Sutherland neither endorses the contents of any Customer communications, Customer Data, or Other Information (as defined in Section 12.2 below) nor assumes any responsibility for any offensive material contained therein, any infringement of third party Intellectual Property Rights arising therefrom or any crime facilitated thereby. Sutherland does not guarantee, and does not and is not obligated to verify, authenticate, monitor or edit the Customer Data, Other Information, or any other information or data input into or stored in the Sutherland Service for completeness, integrity, quality, accuracy or otherwise. Customer shall be responsible and liable for the completeness, integrity, quality and accuracy of Customer Data and Other Information input into the Sutherland Services. Sutherland reserves the right to amend, alter, or modify Customer’s conduct requirements as set forth in these 5.3 Accuracy of Customer’s Contact Information; Email Notices. Customer agrees to provide accurate, current and complete information as necessary for Sutherland to communicate with Customer from time to time regarding the Services, issue invoices or accept payment, or contact Customer for other account-related purposes. Customer agrees to keep any online account information current and inform Sutherland of any changes in Customer’s legal business name, address, email address and phone number. Customer agrees to accept emails from Sutherland at the e-mail addresses specified by its Users for login purposes. In addition, Customer agrees that Sutherland may rely and act on all information and instructions provided to Sutherland by Users from the above-specified e-mail address. 5.4 Temporary Suspension. Sutherland may temporarily suspend Customer’s or their respective Users’ access to the Sutherland Services in the event that either Customer or any of Customer’s Users are, or Sutherland in good faith suspects are, engaged in any unauthorized conduct (including, but not limited to any violation of these Terms). Sutherland will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that Sutherland’s exercise of the suspension rights shall not be conditioned upon Customer’s receipt of any notification. A suspension may take effect for Customer’s entire account and Customer understands that such suspension would therefore include User sub-accounts. Customer agrees that Sutherland shall not be liable to Customer, any of its Users, or any other third party if Sutherland exercises its suspension rights as permitted by this Section. Upon determining that Customer (or Customer’s Users) has ceased the unauthorized conduct leading to the temporary suspension to Sutherland’s reasonable satisfaction, Sutherland shall reinstate Customer’s and their respective Users’ access and use of the Sutherland Services. Notwithstanding anything in this Section to the contrary, Sutherland’s suspension of Sutherland Services is in addition to any other remedies that Sutherland may have under these Terms or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, Sutherland may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach. 6. [INTENTIONALLY OMITTED] 7. CHARGES AND PAYMENT. 7.1 Charges. Customer agrees to pay all Monthly Subscription Charges specified in the applicable Order Form. Except as otherwise specified in these Terms or in an Order Form, (a) Monthly Subscription Charges are quoted and payable in United States dollars, (b) Charges are based on Services purchased, regardless of actual usage, (c) payment obligations are non-cancelable and Charges paid are non-refundable, and (d) the number of Users of Subscription Terms purchased cannot be decreased during the relevant Subscription Term shown on the applicable Order Form(s), and unless agreed otherwise in a specific Order, Monthly Subscription Charges will always be subject to the Minimum Monthly Charge. Monthly Subscription Charges are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, Charges for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term. All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding. 7.2 Invoices and Payment. All monthly Charges for Sutherland Services will be invoiced in in arrears in accordance with the applicable Order Form or Statement of Work, as the case may be. Customer agrees to pay all invoiced amounts within thirty (30) calendar days of receipt of invoice. Customer is responsible for providing complete and accurate billing and contact information to Sutherland and notifying Sutherland of any changes to such information. [NOTE: ASK BILL/DOUG ABOUT INVOICING IN ARREARS OR IN ADVANCE.] 7.3 Overdue Charges. If Sutherland does not receive Charges by the due date, then at Sutherland’s discretion, (a) such Overdue Charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and (b) Sutherland may condition future purchases of Services and Order Forms on payment terms shorter than those specified in Section 7.2 (Invoices and Payment). 7.4 Suspension of Service. Subject to Section 7.5 below, if any amounts owed by Customer for the Services are fifteen (15) or more days overdue, Sutherland may, upon forty eight (48) hours prior written notice to Customer, without limiting Sutherland’s other rights and remedies, suspend Customer’s and its Users’ access to the Services until such amounts are paid in full. 7.5 Payment Disputes. Sutherland agrees that it will not exercise its rights under Section 7.3 (Overdue Charges) or Section 7.4 (Suspension of Service) if the applicable Charges are under reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute. 7.6 Taxes. “Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, use, property, excise, withholding, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with these Terms or any Work Order or Statement of Work, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a Party’s net income. Notwithstanding the foregoing, Taxes shall not include payroll taxes attributable to the compensation paid to workers or employees and each party shall be responsible for its own federal and state payroll tax collection, remittance, reporting and filing obligations. Charges imposed under these Terms or under any order form or similar document ancillary to or referenced by these Terms shall not include Taxes except as otherwise provided in this Agreement. Customer shall be responsible for all of such Taxes. If, however, Sutherland has the legal obligation to pay Taxes and is required or permitted to collect such Taxes for which Customer is responsible under this Section, Customer shall promptly pay the Taxes invoiced by Sutherland unless Customer has furnished Sutherland with valid tax exemption documentation regarding such Taxes at the execution of these Terms or at the execution of any subsequent instrument, order form or agreement ancillary to or referenced by these Terms. Customer shall comply with all applicable tax laws and regulations. Customer hereby agrees to indemnify Sutherland for any Taxes and related costs paid or payable by Sutherland attributable to Taxes that would have been Customer’s responsibility under this Section 7.6 if invoiced to Customer. Customer shall promptly pay or reimburse Sutherland for all costs and damages related to any liability incurred by Sutherland as a result of Customer’s non-compliance or delay with its responsibilities herein. Customer’s obligation under this Section 7.6 shall survive the termination or expiration of these Terms. 8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER. 8.1 Representations and Warranties. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into these Terms and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under these Terms shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party. Furthermore, Sutherland will exercise commercially reasonable efforts to flow through the benefit of any warranties that may be provided by licensors of Third Party Offerings utilized by Sutherland to provide any Services under this Agreement. 8.2 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 8, THE SUTHERLAND SERVICES, SUPPORT SERVICES, AND ANY THIRD-PARTY OFFERINGS ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF THE SUTHERLAND SERVICE, SUPPORT SERVICES, THIRD-PARTY OFFERINGS IS AT ITS OWN RISK. SUTHERLAND DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE EXPRESS WARRANTIES MADE BY SUTHERLAND IN SECTION 8 ARE FOR THE BENEFIT OF THE CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY. ANY SOFTWARE PROVIDED THROUGH THE SUTHERLAND SERVICES IS LICENSED AND NOT SOLD. NO AGENT OF SUTHERLAND IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF SUTHERLAND AS SET FORTH HEREIN. SUTHERLAND DOES NOT WARRANT THAT: (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SUTHERLAND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH ISSUES. CUSTOMER ACCEPTS FULL RESPONSIBILITY FOR ANY AND ALL DECISIONS OR TRANSACTIONS (INCLUDING, WITHOUT LIMITATION, ANY INVESTMENT DECISIONS, PURCHASES OR TRANSACTIONS) MADE BY CUSTOMER AND ITS USERS IN USING THE SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT (a) USE OF THE SERVICES IS AT THE SOLE RISK OF CUSTOMER AND ITS USERS; (b) SUTHERLAND AND ITS THIRD PARTY SUTHERLANDS SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTION IN USE OF THE SERVICES, DELAYS OR ERRORS CAUSED BY CUSTOMER'S USE OF THE SERVICES, OR ANY PART THEREOF; (C) SUTHERLAND IS NOT A BROKER AND IS NOT PROVIDING ANY INVESTMENT ADVICE, IS NOT EXECUTING, ACCEPTING OR DIRECTING ANY TRADES FOR OR ON BEHALF OF ANY PERSON OR ENTITY, IS NOT PROVIDING ANY CLEARING SERVICES, IS NOT PROVIDING ANY TRADE OR ORDER CONFIRMATION AND IS NOT PROVIDING ANY SERVICES THAT REQUIRE LICENSING OR REGISTRATION WITH ANY REGULATORY BODY OR EXCHANGE; AND (D) SUTHERLAND SHALL NOT BE RESPONSIBLE FOR (i) THE PROPER EXECUTION OR CLEARING OF ANY ORDER SENT USING THE SERVICES OR (ii) THE MANAGEMENT AND OVERSIGHT OF ANY AND ALL ORDERS PLACED, TAKEN AND/OR SUBMITTED BY CUSTOMER, INCLUDING, WITHOUT LIMITATION, THE CANCELLATION OF ANY SUCH ORDERS AND/OR THE OPENING AND CLOSING OF ANY TRADING ACCOUNTS. CUSTOMER SHALL HOLD SUTHERLAND AND ITS DIRECTORS, MEMBERS, SHAREHOLDERS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND/OR EXPENSES (INCLUDING REASONABLE LEGAL FEES) ARISING OUT OF CUSTOMER'S USE OF THE SERVICES INCLUDING, WITHOUT LIMITATION, THE TRANSMISSION OF ANY ORDER USING THE SERVICE. 9. INDEMNIFICATION. 9.1 Sutherland Indemnity. (a) General. During the Subscription Term, Sutherland, at its expense, shall defend Customer and their respective officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that the Sutherland Services infringes any copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the third party bringing any such Third-Party Claim. Sutherland’s obligations under this Section are conditioned upon (i) Sutherland being promptly notified in writing of any claim under this Section, (ii) Sutherland having the sole and exclusive right to control the defense and settlement of the claim, and (iii) Customer providing all reasonable assistance (at Sutherland’s expense and reasonable request) in the defense of such claim. In no event shall Customer settle any claim without Sutherland’s prior written approval. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Claim and to participate in the defense of the claim, subject to Sutherland’s right to control the defense and settlement of such claim. (b) Mitigation. If any claim which Sutherland is obligated to defend has occurred, or in Sutherland’s determination is likely to occur, Sutherland may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Sutherland Services, (b) substitute a functionality equivalent, non-infringing replacement for such the Sutherland Services, (c) modify Sutherland Services to make it non-infringing and functionally equivalent, or (d) terminate these Terms and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Sutherland Services due to such claim and the remaining days in the then-current Subscription Term. (c) Exclusions. Notwithstanding anything to the contrary in these Terms, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer’s use of infringing Customer Data; (ii) use of the Sutherland Service in combination with any software, hardware, network or system not supplied by Sutherland where the alleged infringement relates to such combination, (iii) any modification or alteration of the Sutherland Service other than by Sutherland, (iv) Customer’s continued use of the Sutherland Service after Sutherland notifies Customer to discontinue use because of an infringement claim, (v) Customer’s violation of applicable law (d) Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF SUTHERLAND WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE SUTHERLAND SERVICE OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF SUTHERLAND WITH RESPECT THERETO. 9.2 Customer Indemnity. Customer shall defend Sutherland and its licensors and their respective officers, directors and employees (“Sutherland Indemnified Parties”) from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Data or Customer System (and the exercise by Sutherland of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Customer’s use or alleged use of the Sutherland Service other than as permitted under this Agreement; or (c) arising from the occurrence of any of the exclusions set forth in Section 9.1(c). Customer shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim. Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any claim under this Section, (y) Customer having the sole and exclusive right to control the defense and settlement of the claim, and (z) Sutherland providing all reasonable assistance (at Customer’s expense and reasonable request) in the defense of such claim. In no event shall Sutherland settle any claim without Customer’s prior written approval. Sutherland may, at its own expense, engage separate counsel to advise Sutherland regarding a Third-Party Claim and to participate in the defense of the claim, subject to Customer’s right to control the defense and settlement. 10. CONFIDENTIALITY. 10.1 Confidential Information. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to these Terms, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (c) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (d) the terms of these Terms and any Order Form. Confidential Information of Sutherland shall include the Sutherland Service, the documentation, the pricing, and the terms and conditions of this agreement. Confidential Information also includes all summaries and abstracts of Confidential Information. 10.2 Non-Disclosure. Each Party acknowledges that in the course of the performance of these Terms, it may obtain the Confidential Information of the other Party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under these Terms. Each Party agrees to secure and protect the other Party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such Party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees or other agents who are permitted access to the other Party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and agents who need access to such Confidential Information in order to effect the intent of these Terms and who are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms. 10.3 Exceptions to Confidential Information. The obligations set forth in Section 10.2 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. Nothing in these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. 10.4 Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages. 11. PROPRIETARY RIGHTS. 11.1 Sutherland Services. As between Sutherland and Customer, all right, title and interest in the Sutherland Services and any other Sutherland materials furnished or made available, and all modifications and enhancements, and all suggestions, ideas and feedback proposed by Customer regarding the Sutherland Services, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Sutherland or Sutherland’s licensors and providers, as applicable. Additionally, Customer shall promptly respond to any questions that Sutherland may have regarding such Feedback or to any other questions Sutherland may have regarding Customer’s use of the Sutherland Services. Customer hereby does and will irrevocably assign to Sutherland all evaluations, ideas, feedback and suggestions made by Customer to Sutherland regarding the Sutherland Service (collectively, “Feedback”) and all Intellectual Property Rights in the Feedback. 11.2 Customer Data. As between Sutherland and Customer, all right, title and interest in (a) the Customer Data, (b) other information input into the Sutherland Service by Customer (collectively, “Other Information”) and (c) all Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Customer. Customer hereby grants to Sutherland a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Sutherland to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify and distribute the Other Information as a part of the Aggregated Statistics (as defined in Section 11.3 below). To the extent that receipt of the Customer Data requires Sutherland to utilize any account information from a third party service provider, Customer shall be responsible for obtaining and providing relevant account information and passwords, and Sutherland hereby agrees to access and use the Customer Data solely for Customer’s benefit and as set forth in these Terms. As between Sutherland and Customer, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. 11.3 Aggregated Statistics. Notwithstanding anything else in these Terms or otherwise, Sutherland may monitor Customer’s use of the Services and use data and information related to such use, Customer Data, and Other Information in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Sutherland Services (“Aggregated Statistics”). As between Sutherland and Customer, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by Sutherland. Customer acknowledges that Sutherland will be compiling Aggregated Statistics based on Customer Data, Other Information, and information input by other customers into the Sutherland Service and Customer agrees that Sutherland may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or reveal; its Confidential Information. 11.4 Sutherland Developments. All inventions, works of authorship and developments conceived, created, written, or generated by or on behalf of Sutherland, whether solely or jointly, including without limitation all Deliverables (“Sutherland Developments”) and all Intellectual Property Rights therein, shall be the sole and exclusive property of Sutherland. Customer agrees that, except for Customer Confidential Information, to the extent that the ownership of any contribution by Customer or its employees to the creation of the Sutherland Developments is not, by operation of law or otherwise, vested in Sutherland, Customer hereby assigns and agrees to assign to Sutherland all right, title and interest in and to such Sutherland Developments, including without limitation all the Intellectual Property Rights therein, without the necessity of any further consideration. 11.5 Further Assurances. To the extent any of the rights, title and interest in and to Feedback or Sutherland Developments or Intellectual Property Rights therein cannot be assigned by Customer to Sutherland, Customer hereby grants to Sutherland an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest. If the foregoing assignment and license are not enforceable, Customer agrees to waive and never assert against Sutherland those non-assignable and non-licensable rights, title and interest. Customer agrees to execute any documents or take any actions as may reasonably be necessary, or as Sutherland may reasonably request, to perfect ownership of the Feedback and Sutherland Developments. If Customer is unable or unwilling to execute any such document or take any such action, Sutherland may execute such document and take such action on Customer’s behalf as Customer’s agent and attorney-in-fact. The foregoing appointment is deemed a power coupled with an interest and is irrevocable. 11.6 License to Deliverables. Subject to Customer’s compliance with these Terms, Sutherland hereby grants Customer a limited, non-exclusive, non-transferable license during the Subscription Term to use the Deliverables solely in connection with Customer’s authorized use of the Sutherland Service. Notwithstanding any other provision of these Terms: (i) nothing herein shall be construed to assign or transfer any Intellectual Property Rights in the proprietary tools, source code samples, templates, libraries, know-how, techniques and expertise (“Tools”) used by Sutherland to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to Customer, on the same terms as the Deliverables; and (ii) the term “Deliverables” shall not include the Tools. 12. LIMITATION OF LIABILITY. 12.1 No Consequential Damages. NEITHER CUSTOMER NOR SUTHERLAND NOR ITS LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF CUSTOMER, SUTHERLAND OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SUTHERLAND SERVICE, SUPPORT SERVICES OR THE RESULTS THEREOF. SUTHERLAND WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE FOREGOING LIMITATION WILL NOT APPLY WITH RESPECT TO EITHER PARTY’S INDEMNITY OBLIGATIONS OR CUSTOMER’S OBLIGATION TO PAY THE CHARGES SET FORTH IN THE APPLICABLE STATEMENT OF WORK OR ORDER FORM. 12.2 Limits on Liability. NEITHER SUTHERLAND NOR ITS LICENSORS OR THIRD PARTY SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE LESSER OF (a) THE AMOUNTS PAID BY CUSTOMER TO SUTHERLAND UNDER THE APPLICABLE STATEMENT OF WORK OR ORDER FORM DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, AND (b) ANY ACTUAL, PROVEN, DIRECT DAMAGES SUFFERED BY CUSTOMER. NOTWITHSTANDING THE ABOVE, IN THE EVENT A CAUSE OF ACTION ARISES DURING THE FIRST SIX (6) MONTHS OF AN APPLICABLE STATEMENT OF WORK OR AN ORDER, THEN CUSTOMER’S MAXIMUM CUMULATIVE DAMAGES WILL BE CALCULATED BY MULTIPLYING THE MONTHLY CHARGES PAID BY CUSTOMER UNDER SUCH ORDER OR SOW BY SIX (6). 12.3 Essential Purpose. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 12 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. 13. TERM AND TERMINATION. 13.1 Term. The term of this Agreement will commence on the Effective Date and continues until the expiration or termination of all Subscription Term(s), unless earlier terminated as provided in these Terms. The Subscription Terms for all Users will end at the end of the Subscription Term unless the Parties agree to a new Subscription Term in a new Order Form or Statement of Work. 13.2 Termination for Cause. A Party may terminate these Terms (and all Subscription Term(s)) upon written notice to the other party in the event the other Party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of these Terms and does not remedy such breach within thirty (30) days after receipt of notice from the other party or such other period as the Parties may agree. Upon any termination for cause by Customer, Sutherland shall refund Customer any prepaid Charges for the remainder of the terminated Subscription Terms after the effective termination date. Upon any termination for cause by Sutherland, Customer shall pay any unpaid Charges covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any Charges payable to Sutherland for the period prior to the effective date of termination. 13.3 Termination for Convenience. Notwithstanding the above, Customer may terminate this Agreement (and any SOW or corresponding Order Form in whole or in party upon ninety (90) days prior written notice to Sutherland; provided it may not exercise such during the initial twelve (12) month period of this Agreement following Acceptance of any product under the specific Order Form/Statement of Work in question. In the event Customer exercises its rights under this Section 13.3, it will be liable to Suppler for: (i) any and all Charges for Services provided up through the effective date of such termination and (ii) any early termination charges which may be set forth in a particular SOW or corresponding Order Form. 13.4 Effects of Termination. Upon expiration or termination of these Terms, (a) Customer’s use of and access to the Sutherland Service and Sutherland's performance of all Support Services shall cease; (b) all Order Forms shall terminate; and (c) all Charges and other amounts owed to Sutherland shall be immediately due and payable by Customer. Sutherland shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. In addition, within ten (10) days of the effective date of termination each Receiving Party shall: (a) destroy, all items of Confidential Information (other than the Customer Data) then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing. In addition to the foregoing, the parties agree they will develop a detailed Transition/Exit plan within one hundred and twenty (120) days of the execution of this Agreement. 13.5 Survival. This Section and Sections 1, 2.2, 2.4, 5, 7, 8 , 9, 11, 12, and 14 shall survive any termination or expiration of these Terms. 14. MISCELLANEOUS. 14.1 Notices. Sutherland may give notice to Customer by means of a general notice through the Sutherland Service interface, electronic mail to Customer’s e-mail address on record with Sutherland, or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to Customer’s address on record with Sutherland. Customer may give notice to Sutherland by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service addressed to Sutherland, 1160 Pittsford Victor Road, Pittsford New York 14534, Attention: Corporate Counsel. Notice shall be deemed to have been given upon receipt or, if earlier, two (2) business days after mailing, as applicable. All communications and notices to be made or given pursuant to these Terms shall be in the English language. 14.2 Governing Law. These Terms and the rights and obligations of the Parties to and under this agreement shall be governed by and construed under the laws of the United States and the State of New York as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms. The Parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form. Any disputes arising out of or in connection with these Terms, including but not limited to any question regarding its existence, interpretation, validity, performance or termination, or any dispute between the Parties arising from the Parties’ relationship created by these Terms, shall be heard in the state and federal courts located in Monroe County, State of New York and the Parties hereby consent to exclusive jurisdiction and venue in such courts. The Parties agree to irrevocably consent to a trial without a jury (i.e. a “bench trial”) 14.3 Publicity. Sutherland has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services provided hereunder in each case in Sutherland business development and marketing efforts, including without limitation Sutherland’s web site upon prior written agreement of Customer as to both the form and content of such use. 14.4 No Solicitation of Employees. Customer agrees that, so long as the Subscription Term remains in effect, and for a period of one (1) year following the last Subscription Term hereunder to terminate or expire, it will not directly solicit for employment the employees of Sutherland without Sutherland’s prior written consent; provided, however, that the foregoing prohibition shall not preclude the hiring by Customer of any individual who responds to a general solicitation or advertisement, whether in print or electronic form, only job postings and social networking sites. 14.5 Anti-Corruption; OFAC. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of Sutherland in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify Sutherland. 14.6 Waiver. No term or provision of these Terms shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. 14.7 Severability. If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the effect of the original term and all other provisions shall continue in full force and effect. 14.8 Assignment. Customer may not assign its rights or delegate its obligations under these Terms, any Order Forms or any SOWs to any third party, whether voluntarily or by operation of law or otherwise (including in connection with any merger or acquisition involving Customer), without the prior written consent of Sutherland, such consent not to be unreasonably withheld, and subject to Customer paying any applicable transfer or set-up fees. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, these Terms will bind and benefit the Parties and their successors and permitted assigns. 14.9 Relationship of the Parties. Sutherland is an independent contractor to Customer. There is no relationship of agency, partnership, joint venture, employment, or franchise between the Parties. Neither party has the authority to bind the other or to incur any obligation on its behalf. 14.10 Attorneys’ Fees. In any action to enforce these Terms, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment. 14.11 Force Majeure. Except for Customer’s payment obligations, neither party shall be liable for any failure or delay in performance under these Terms due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; epidemics or pandemics, strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of these Terms); or any other event beyond the reasonable control of the party whose performance is to be excused. 14.12 Entire Agreement. These Terms, including all applicable Order Forms, and Statements of Work, constitute the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous understandings,proposals, representations, discussions, negotiations, and agreements, whether written or oral.   14.13 The Parties have accepted the terms and conditions of this Agreement by signatures of their respective authorized representatives below. Sutherland Global Services, Inc. “CUSTOMER” By: ___________________________________ By: ___________________________________ Name:______________________________ Name:______________________________ Title: ____________________________________ Title: ____________________________________